Exhibit C.13.7.1
FIRST AMENDMENT
This First Amendment, dated as of April 10, 1990, to the several Bond
Purchase Agreements (collectively, as in effect prior to this First
Amendment, the "Original Bond Purchase Agreement"), each dated as of July 1,
1989, between Yankee Gas Services Company, a specially chartered Connecticut
corporation (the "Company") and each of the purchasers (the "Purchasers") of
the Company's Series A Bonds due 1993-2003 (the "Series A Bonds"), by and
among the Company and the Purchasers;
WITNESSETH
WHEREAS, the parties hereto desire to amend certain provisions of the
Original Bond Purchase Agreement to correct certain section references;
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Section 4.2(a) of the Original Bond Purchase Agreement is hereby
amended and restated in its entirety as follows:
"(a) Covenant Compliance-the information (including detailed
calculations) required in order to establish whether the Company was in
compliance with the requirements of Section 5.25 of this Agreement, and
Section 14.06 and Section 14.07 of the Indenture, during the period
covered by the income statement then being furnished, together with
information showing Net Earnings for Interest, and the interest charges
on all bonds of all series Outstanding under the Indenture, for the
period covered by the income statement then being furnished; and"
2. Section 5.9(a)(iii) of the Original Bond Purchase Agreement is
hereby amended and restated in its entirety as follows:
"(iii) default in the performance of any covenant set forth in Section
5.25 of this Agreement, or Article 5, Section 12.01 or Section 14.06 of
the Indenture, or breach of any representation or warranty set forth in
the Bond Purchase Agreement; or"
3. The second sentence of Section 5.20 of the Original Bond Purchase
Agreement is hereby amended and restated in its entirety as follows:
(Nothing in this Section 5.20 shall be deemed to affect the Company's
obligation to make payments in the manner provided in Section 5.4 of
this Agreement.)
4. The second sentence of Section 5.23 of the Original Bond Purchase
Agreement is hereby amended and restated in its entirety as follows:
"Executed or true and correct copies of any waiver or consent effected
pursuant to the provisions of this Section 5.23, or any supplemental
indenture effected pursuant to Article 13 of the Indenture, shall be
delivered by the Company to each Holder of Outstanding Series A Bonds
forthwith following the date on which the same shall have become
executed and delivered by the parties thereto."
5. Section 5.25 of the Bond Purchase Agreement is hereby amended by
amending and restating the last sentence of Section 5.25 in its entirety as
follows:
'The provisions of this Section 5.25 shall not prevent the payment of
any dividend on the Company's common stock within 60 days after the date
of declaration thereof, if at such date of declaration such payment
complied with the provisions of this Section 5.25."
6. Except as set forth in this First Amendment, none of the terms or
provisions of either the Original Note Purchase Agreement or the Series A
Bonds shall be deemed to be modified hereby, and each of the Original Bond
Purchase Agreement, as modified herein, and the Series A Bonds issued to the
Purchasers, shall continue in full force and effect.
7. This First Amendment embodies the entire agreement and understanding
among the Company and the Purchasers with regard to the matters set forth
herein, and supersedes all prior agreements and undertakings relating to such
matters.
8. This First Amendment shall be governed by, and construed and
enforced in accordance with, the internal laws of the state of Connecticut.
9. This First Amendment may be executed by the parties hereto in
separate counterparts, each of which when so executed shall be deemed to be
an original and all of which taken together shall constitute one and the same
agreement.
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment
to be executed by their authorized officers as of the date first written
above.
YANKEE GAS SERVICES COMPANY
By:
Name:
Title:
THE TRAVELERS INSURANCE COMPANY
By:
Name:
Title:
THE TRAVELERS INDEMNITY COMPANY
By:
Name:
Title:
THE TRAVELERS LIFE AND ANNUITY COMPANY
By:
Name:
Title:
THE TRAVELERS INDEMNITY COMPANY OF RHODE ISLAND
By:
Name:
Title:
ALLSTATE LIFE INSURANCE COMPANY
By:
Name:
Title:
By:
Name:
Title:
ALLSTATE LIFE INSURANCE COMPANY OF NEW YORK
By:
Name:
Title:
By:
Name:
Title:
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
By:
Name:
Title:
By:
Name:
Title:
THE GREAT-WEST LIFE ASSURANCE COMPANY
By:
Name:
Title:
By:
Name:
Title:
JEFFERSON - PILOT LIFE INSURANCE COMPANY
By:
Name:
Title:
KNIGHTS OF COLUMBUS
By:
Name:
Title:
AID ASSOCIATION FOR LUTHERANS
By:
Name:
Title:
MINNESOTA MUTUAL LIFE INSURANCE COMPANY
By:
Name:
Title:
MINNESOTA MUTUAL FIRE & CASUALTY COMPANY
By: MIMLIC Asset Management Company
By:
Name:
Title:
MINISTERS LIFE - A MUTUAL LIFE INSURANCE COMPANY
By: MIMLIC Asset Management Company
By:
Name:
Title:
NATIONAL TRAVELERS LIFE COMPANY
By: MIMLIC Asset Management Company
By:
Name:
Title:
THE RELIABLE INSURANCE COMPANY
By: MIMLIC Asset Management Company
By:
Name:
Title:
SONS OF NORWAY
By: MIMLIC Asset Management Company
By:
Name:
Title:
CONGRESS LIFE INSURANCE COMPANY
By: MIMLIC Asset Management Company
By:
Name:
Title:
STATE MUTUAL LIFE ASSURANCE COMPANY OF AMERICA
By:
Name:
Title:
TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF
AMERICA
By:
Name:
Title:
WOODMEN ACCIDENT AND LIFE COMPANY
By:
Name:
Title:
